Core Viewpoint - HeXin Instruments (688622.SH) is restructuring to enter the quantum computing sector, aiming to overcome challenges in its core business, which has been under pressure due to market conditions and declining demand [1][4]. Group 1: Restructuring Details - HeXin Instruments plans to acquire 56% of Shanghai Liangxi Technology Co., Ltd. for approximately 384 million yuan, with a total valuation of Liangxi Technology at 686 million yuan, reflecting a significant premium of 1083.71% [1][2]. - The acquisition will be financed through a combination of cash and stock, with up to 246 million yuan raised from specific investors to support the transaction and improve liquidity [2][3]. - Post-acquisition, Liangxi Technology will become a subsidiary of HeXin Instruments, enhancing its product offerings in high-end scientific instruments [3][6]. Group 2: Financial Performance - HeXin Instruments reported a revenue of 52.82 million yuan in the first half of 2025, a decline of 48.88% year-on-year, with a net loss of 17.46 million yuan, although this represents a reduction in losses by 20.86% compared to the previous year [1][4]. - The company has experienced continuous losses over the past three and a half years, with cumulative net losses amounting to approximately 222 million yuan [5]. - In contrast, Liangxi Technology demonstrated stronger profitability, with revenues of 26.79 million yuan, 74.35 million yuan, and 70.80 million yuan from 2023 to the first half of 2025, and net profits of 0.20 million yuan, 2.20 million yuan, and 2.81 million yuan during the same period [6]. Group 3: Performance Commitments - The transaction includes performance commitments from Liangxi Technology, ensuring net profits of no less than 35 million yuan, 50 million yuan, and 65 million yuan for the years 2025 to 2027, with a cumulative target of at least 150 million yuan [3][4]. - If the cumulative net profit falls between 90% and 100% of the target, the performance guarantors will not be obligated to compensate for the shortfall [4].

Core Viewpoint - HeXin Instrument, a company listed on the Sci-Tech Innovation Board, reported a significant decline in revenue and net profit for the first half of 2025, alongside plans to acquire a controlling stake in Shanghai Liangxi Technology [2][4]. Financial Performance - Revenue for the first half of 2025 was approximately 52.82 million yuan, a year-on-year decrease of 48.88% from 103.32 million yuan [3]. - The net profit attributable to shareholders was approximately -17.46 million yuan, a reduction in losses by 20.86% compared to -22.06 million yuan in the same period last year [3]. - The company's net assets increased slightly by 0.28% to approximately 385.35 million yuan, while total assets decreased by 5.60% to approximately 827.96 million yuan [3]. Business Environment - The company operates in the high-tech sector, focusing on the research, production, and sales of mass spectrometers, which are widely used in various fields such as environmental monitoring and food safety [4]. - The report indicated a significant decline in both revenue and costs, attributed to a slowdown in downstream investment and demand due to market adjustments [4][5]. Strategic Initiatives - HeXin Instrument is actively pursuing a major asset restructuring by planning to acquire a 56% stake in Shanghai Liangxi Technology for approximately 384 million yuan [6][7]. - The acquisition aims to enhance the company's core competitiveness and expand its product offerings in high-end scientific instruments, particularly in quantum computing applications [6][7]. Future Outlook - The company intends to leverage the acquisition to improve product performance and expand its market presence by integrating resources from both companies [7]. - Liangxi Technology, established in 2022, specializes in low-temperature measurement and control equipment, with applications in superconducting quantum computing and other advanced research fields [7].

| | | | 早位:兀 巾秤:人民巾 | | --- | --- | --- | --- | | 主要会计数据 | 本报告期 | 上年同期 | 本报告期比上年 | | | (1-6月) | | 同期增减(%) | | 营业收入 | 52,815,737.74 | 103, 320, 253. 11 | -48.88 | | 利润息额 | -22,642, 472. 32 | -28. 400. 647. 67 | 不适用 | | 归属于上市公司股东的净利润 | -17.459.570.82 | -22,061,083.13 | 不适用 | | 归属于上市公司股东的扣除非经常性 | -19, 842, 839. 29 | -24, 917, 189. 93 | 不适用 | | 损益的净利润 | | | | | 经营活动产生的现金流量净额 | -14. 255. 665. 35 | -26. 076. 743. 89 | 不适用 | | | 本报告期末 | 上年度末 | 本报告期末比上 年度末增减(%) | | 归属于上市公司股东的净资产 | 385, 345, 792, 26 | 384, 281, 896. ...

Core Viewpoint - HeXin Instruments (688622) reported a significant decline in revenue and a net loss for the first half of 2025, primarily due to market adjustments and reduced downstream investment demand. The company is also pursuing a major asset restructuring by acquiring a 56% stake in Shanghai Liangxi Technology Co., Ltd. [1][2] Financial Performance - For the first half of 2025, HeXin Instruments achieved revenue of 52.82 million yuan, a decrease of 48.88% from 103 million yuan in the same period last year [2] - The net profit attributable to shareholders turned negative at -17.46 million yuan, compared to a profit in the previous year, with a further decline in net profit after excluding non-recurring items to -19.84 million yuan [2] - The basic and diluted earnings per share were both -0.25 yuan, with a weighted average return on net assets of -4.62% [2] - The net cash flow from operating activities improved to -14.26 million yuan, an increase of 11.82 million yuan compared to -26.08 million yuan in the previous year [2] Asset Restructuring - HeXin Instruments plans to acquire a 56% stake in Liangxi Technology for a total transaction amount of 384 million yuan, which constitutes a major asset restructuring but does not qualify as a restructuring listing [2][3] - The company aims to raise up to 246 million yuan through a share issuance to specific investors to support the acquisition and improve its asset-liability ratio [2][3] Technological Focus and Market Expansion - HeXin Instruments invested 8.90 million yuan in R&D, accounting for 16.85% of its revenue, focusing on the independent development and industrialization of mass spectrometers [4] - The company has launched several new products for environmental monitoring and is expanding into emerging fields such as water quality monitoring and agricultural food safety [4] - The acquisition of Liangxi Technology is expected to enhance technological collaboration and market expansion, particularly in the rapidly growing quantum computing sector [4] Industry Outlook - The global quantum computing market is projected to reach 5.04 billion USD in 2024 and 11.18 billion USD by 2027, with a potential market size of 807.75 billion USD by 2035 [5] - In 2023, global investment in quantum information reached 38.6 billion USD, with China contributing 15 billion USD [5]

Core Viewpoint - The company, Guangzhou Hexin Instrument Co., Ltd., plans to acquire a 56.00% stake in Shanghai Liangxi Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][10]. Group 1: Transaction Overview - The transaction involves issuing shares and cash to purchase the 56.00% equity of Shanghai Liangxi Technology, which specializes in ultra-low temperature and weak signal measurement equipment [9][12]. - The total cash consideration for the transaction is set at 137.2 million yuan, while the total amount raised through share issuance is capped at 246.4 million yuan [10][11]. - The transaction is classified as a major asset restructuring under the relevant regulations, and it is expected to enhance the company's product offerings and market competitiveness [12]. Group 2: Financial and Regulatory Aspects - The valuation of the target company, based on the income approach, is approximately 686 million yuan, indicating a premium of 1,083.71% over the transaction price [11]. - The company will issue shares to no more than 35 specific investors, with the final number of shares subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [10][12]. - The transaction is not expected to change the control of the company, as the current controlling shareholder will remain the same post-transaction [12]. Group 3: Strategic Implications - The acquisition is anticipated to create synergies between the company's existing mass spectrometry business and the target's expertise in ultra-low temperature technology, thereby broadening the product range and enhancing technological capabilities [12]. - The integration of the target's technology is expected to improve product performance and expand the overall sales scale, strengthening the company's competitive position in the high-end scientific instrument market [12].

股票代码：688622 股票简称：禾信仪器 上市地点：上海证券交易所 广州禾信仪器股份有限公司 发行股份及支付现金购买资产并募集配套资金暨关联交易 报告书（草案）摘要 （修订稿） 项目 交易对方 吴明、上海堰岛企业管理合伙企业（有限合 发行股份及支付现金购买资产 伙） 募集配套资金 不超过 35 名特定投资者 独立财务顾问 二〇二五年八月 禾信仪器发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案）摘要 上市公司声明 本公司及全体董事、高级管理人员保证本报告书及其摘要内容的真实、准确、 完整，不存在虚假记载、误导性陈述或者重大遗漏，保证本报告书所引用的相关 数据的真实性和合理性，并对所提供信息的真实性、准确性、完整性负相应的法 律责任。 禾信仪器发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案）摘要 证券服务机构及人员声明 本次交易的独立财务顾问国泰海通证券股份有限公司、法律顾问上海市锦天 城律师事务所、审计及备考财务信息审阅机构致同会计师事务所（特殊普通合伙）、 资产评估机构北京中同华资产评估有限公司（以下合称"中介机构"）同意广州 禾信仪器股份有限公司在《广州禾信仪器股份有限公司 ...

Core Viewpoint - The report outlines the independent financial advisory opinion regarding Guangzhou Hexin Instrument Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with the associated fundraising and related transactions. Group 1: Transaction Overview - The company plans to acquire 56.00% equity of Shanghai Liangxi Technology Co., Ltd. through a combination of share issuance and cash payment, while also raising supporting funds [13][14]. - The total amount of supporting funds to be raised is capped at 246.40 million yuan, which is equivalent to 100% of the transaction price for the asset acquisition [14][15]. - The cash consideration for the transaction is set at 137.20 million yuan, representing 55.68% of the total transaction value [17]. Group 2: Financial Impact - The transaction is expected to enhance the company's financial position, with projected total assets increasing from 87.71 million yuan to approximately 130.40 million yuan post-transaction [18]. - The company's net profit is anticipated to improve significantly, with the pro forma financial statements indicating a potential increase in net profit from -28.61 million yuan to 1.05 million yuan after the transaction [18]. Group 3: Regulatory Compliance - The transaction has undergone necessary decision-making and approval processes, including resolutions from the board of directors and supervisory board [18]. - The transaction is classified as a major asset restructuring under the relevant regulations, but it does not constitute a change in control of the company [18]. Group 4: Strategic Benefits - The acquisition is expected to broaden the company's high-end scientific instrument portfolio and enhance product quality through technological synergies with the target company [18][19]. - The target company specializes in ultra-low temperature and weak signal measurement equipment, which aligns with the company's focus on high-end analytical instruments [18].

广州禾信仪器股份有限公司 备考合并财务报表审阅报告 致同会计师事务所（特殊普通合伙） 目 录 审阅报告 备考合并资产负债表 1-2 备考合并利润表 3 备考合并财务报表附注 4-79 致同会计师事务所（特殊普通合伙） 中国北京朝阳区建国门外大街 22 号 赛特广场 5 层邮编 100004 电话 +86 10 8566 5588 传真 +86 10 8566 5120 www.grantthornton.cn 审阅报告 致同审字（2025）第 440A033743 号 广州禾信仪器股份有限公司全体股东： 我们审阅了后附的广州禾信仪器股份有限公司（以下简称"禾信仪器"） 按照备考合并财务报表附注三所述的编制基础编制的备考合并财务报表，包 括 2024 年 12 月 31 日、2025 年 6 月 30 日的备考合并资产负债表， 2024 年度、 准则和备考合并财务报表附注三所述的编制基础编制备考合并财务报表是禾 信仪器管理层的责任，我们的责任是在实施审阅工作的基础上对这些财务报 表出具审阅报告。 我们按照《中国注册会计师审阅准则第 2101 号——财务报表审阅》的 规定执行了审阅业务。该准则要求我们计划和实施审 ...